AMENDMENT NO. 2 TO LEASE AGREEMENT
(Heritage)
THIS AMENDMENT TO LEASE AGREEMENT (this "Amendment") dated
as of August 1, 1994, by and between Heritage Associates Limited
Partnership, a Maryland limited partnership, having an address at 515
Fairmount Avenue, Suite 900, Towson, Maryland 21286 ("Landlord"), and
Meridian Healthcare, Inc., a Pennsylvania corporation, having an address
at 148 State Street, Kennett Square, Pennsylvania 19348 ("Tenant").
W I T N E S S E T H:
In consideration of the mutual covenants and conditions set forth
herein, the parties hereto intending to be legally bound, hereby agree
to amend the Lease Agreement dated November 30, 1993 and the Amendment
No. 1 To Lease Agreement dated August 1, 1994 between Landlord and
Tenant (the "Lease") as follows:
1. The lease is hereby amended by deleting Section 2.01 in its
entirety and by inserting in lieu thereof the following:
"Section 2.01. For each Lease Year (as defined in Article 31) during
the Initial Term, Tenant shall pay to Landlord in lawful money of the
United States of America, or by check subject to collection, at the
address of Landlord specified above or at such other place as Landlord
may from time to time designate, without any deduction or offset, a net
annual basic rental of Seven Hundred Ninety-Five Thousand Dollars
($795,000) per year, payable in equal monthly installments of Sixty-Six
Thousand Two-Hundred Fifty Dollars ($66,250) each in advance beginning
on the Commencement Date and continuing on the first day of each month
thereafter (the "Basic Rent"). The first monthly installment of Basic
Rent shall be payable in advance on the Commencement Date. If the
Commencement Date falls on a day other than the first day of a calendar
month, the first monthly installment of Basic Rent shall be apportioned
pro rata on a per diem basis and shall be paid on the Commencement Date.
For each Lease Year during the Renewal Term, if any, the Basic Rent
shall be the greater of the Fair Rental Value (as defined in Article 31)
or Eight Hundred Thirty-Five Thousand Dollars ($835,000) per year,
payable in advance in equal monthly installments due on the first day
of each calendar month during the Renewal Term."
2. All of the terms and conditions of the Lease, as amended
hereby, are hereby ratified and confirmed.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed and
delivered this Amendment as of the day and year first above written.
LANDLORD:
Heritage Associates Limited
Partnership
By: MHC Holding Company
General Partner
Name: /s/Michael J. Batza, Jr.
Title: Vice President
TENANT:
Meridian Healthcare, Inc., a
Pennsylvania Corporation
By: /s/George V. Hager, Jr.
Name:
Title:
-2-
AFFIRMATION OF GUARANTEE
The undersigned hereby affirms its guarantee of the Lease referred
to in the foregoing Amendment and guarantees absolutely and
unconditionally the payment when due of all amounts which the Lease
dated November 30, 1993 between Heritage Associates Limited Partnership
("Landlord") and Meridian Healthcare, Inc., a Pennsylvania corporation
("Tenant"), as amended by Amendment No. 2 thereto dated August 1, 1994,
requires to be paid to the Landlord and the punctual performance of all
covenants of the Tenant to be performed thereunder. This Guarantee
shall not be released or discharged until all sums required under the
Lease (as so amended) to be paid to Landlord shall have been paid in
full, regardless of whether the Tenant shall have been released or
otherwise discharged, whether by agreement or by operation of law or
otherwise.
GENESIS HEALTH VENTURES, INC.
By: /s/George V. Hager, Jr.
Name:
Title:
-3-
STATE OF MARYLAND, CITY/COUNTY OF Baltimore, to wit:
I HEREBY CERTIFY, that on this 31st day of July, 1995, before me,
the undersigned Notary Public of the State of Maryland, personally
appeared Michael J. Batza, Jr., who acknowledged himself/herself to be
the Vice President of MHC Holding Company, known to me (or satisfactorily
proven) to be the person who executed the foregoing agreement and
acknowledged that he/she executed the same for the purposes therein
contained by signing the name of the said MHC Holding Company by himself/
herself as Vice President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/Pamela S. Burke
NOTARY PUBLIC
My commission expires: 8/1/98
-4-
STATE OF PENNSYLVANIA, CITY/COUNTY OF Chester, to wit:
I HEREBY CERTIFY, that on this 2nd day of April, 1996, before me,
the undersigned Notary Public of the State of Pennsylvania, personally
appeared George V. Hager, Jr. who acknowledged himself/herself to be the
Senior Vice President and Chief Financial Officer of Meridian Healthcare,
Inc., known to me (or satisfactorily proven) to be the person who executed
the foregoing agreement and acknowledged that he/she executed the same for
the purposes therein contained by signing the name of the said Meridian
Healthcare, Inc., by himself/herself as Senior Vice President and Chief
Financial Officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/
NOTARY PUBLIC
My commission expires:
-5-
STATE OF PENNSYLVANIA, CITY/COUNTY OF Chester, to wit:
I HEREBY CERTIFY, that on this 2nd day of April, 1996, before me,
the undersigned Notary Public of the State of Pennsylvania, personally
appeared George V. Hager, Jr. who acknowledged himself/herself to be the
Senior Vice President and Chief Financial Officer of Genesis Health
Ventures, Inc., known to me (or satisfactorily proven) to be the person
who executed the foregoing agreement and acknowledged that he/she
executed the same for the purposes therein contained by signing the name
of the said Genesis Health Ventures, Inc. by himself/herself as Senior
Vice President and Chief Financial Officer
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/
NOTARY PUBLIC
My commission expires:
-6-